UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   Form 10-QSB

(Mark one)
----------------------
[X]  Quarterly  Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

For the quarterly period ended March 31, 2007

[_]  Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

For the transition period from ______________ to _____________

Commission File Number: 0-11596

                     MEDICAL MAKEOVER CORPORATION OF AMERICA
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

    Delaware                                                   65-0907798
------------------------                             --------------------------
(State of incorporation)                               (IRS Employer ID Number)

                     500 Australian Avenue South, Suite 700
                         West Palm Beach, Florida 33401
                -----------------------------------------------
                    (Address of principal executive offices)

                         Telephone number (561) 514-0194
                  -------------------------------------------
                           (Issuer's telephone number)


---------------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No |_|.

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|.


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

     As of March 31, 2007, there were approximately 65,098,218 shares of the
Issuer's common stock, par value $0.0001 per share outstanding.

Transitional Small Business Disclosure Format (Check one):  Yes |_| No |X|.

<PAGE>



                                     INDEX

                         PART I. - FINANCIAL INFORMATION

Item 1   Financial Statements (Unaudited)

Item 2   Management's Discussion and Analysis or Plan of Operations

Item 3   Controls and Procedures

                          PART II. - OTHER INFORMATION

Item 1   Legal Proceedings

Item 2   Changes in securities, use of proceeds and small business issuer of
         equity securities

Item 3   Defaults upon senior securities

Item 4   Submission of matters to a vote of security holders

Item 5   Other information

Item 6   Exhibits and reports on Form 8-K







<PAGE>



                         PART I. - FINANCIAL INFORMATION

Item 1   Financial Statements (Unaudited)







                          INDEX TO FINANCIAL STATEMENTS


Balance Sheet...............................................................F-2

Statements of Operations....................................................F-3

Statement of Stockholders' Equity...........................................F-4

Statements of Cash Flows....................................................F-5

Notes to Financial Statements...............................................F-6











<PAGE>


<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                                  Balance Sheet

                                                                                   March 31, 2007      December 31, 2006
                                                                                -------------------- -------------------
                                                                                    (unaudited)
<S>                                                                             <C>                  <C>
                    ASSETS
CURRENT ASSETS
  Cash                                                                          $                  0 $                 0
  Accounts receivable                                                                              0                   0
                                                                                -------------------- -------------------
          Total current assets                                                                     0                   0
                                                                                -------------------- -------------------
PROPERTY AND EQUIPMENT
  Furniture, fixtures and equipment                                                                0                   0
        Less accumulated depreciation                                                              0                   0
                                                                                -------------------- -------------------
          Net property and equipment                                                               0                   0
                                                                                -------------------- -------------------
OTHER ASSETS
  Deposits and prepaid expenses                                                                    0                   0
                                                                                -------------------- -------------------
                                                                                                   0                   0
                                                                                -------------------- -------------------
Total Assets                                                                    $                  0 $                 0
                                                                                ==================== ==================
                  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                                              $             49,868 $            49,868
  Accrued liabilities                                                                         69,592              69,592
  Short-term loans and accrued interest                                                      187,000             187,000
  Stockholder loans and accrued interest                                                      46,681              46,681
                                                                                -------------------- -------------------
          Total current liabilities                                                          353,141             353,141
                                                                                -------------------- -------------------
Total Liabilities                                                                            353,141             353,141
                                                                                -------------------- -------------------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $0.0001 par value, authorized 10,000,000 shares;
      0 issued and outstanding                                                                     0                   0
  Common stock, $0.0001 par value, authorized 200,000,000 shares;
      65,098,218 and 65,098,218 issued and outstanding                                         6,510               6,510
  Additional paid-in capital                                                                 965,357             965,357
  Deficit accumulated during the development stage                                        (1,325,008)         (1,325,008)
                                                                                -------------------- -------------------
          Total stockholders' equity (deficit)                                              (353,141)           (353,141)
                                                                                -------------------- -------------------
Total Liabilities and  Stockholders' Equity (Deficit)                           $                  0 $                 0
                                                                                ==================== ==================
</TABLE>

     The accompanying notes are an integral part of the financial statements

                                       F-2
<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                            Statements of Operations
                           Three Months Ended March 31
                                   (Unaudited)

                                                                                                    From
                                                                                               March 29, 1999
                                                                                             (Inception) through
                                                                    2007            2006        March 31, 2007
                                                                 ------------   ------------   ----------------
<S>                                                              <C>            <C>            <C>
REVENUES                                                         $          0   $          0   $         44,413
                                                                 ------------   ------------   ----------------

OPERATING EXPENSES:
    General and administrative expenses                                     0         26,000            608,097
        Marketing and advertising                                           0         16,500            114,153
   Consulting fees                                                          0         17,000            180,604
   Professional fees                                                        0          9,604            207,448
   Interest expense                                                         0              0             10,487
   Management fees to a related party                                       0              0            114,223
   Loss on abandonment                                                      0              0            130,964
   Depreciation                                                             0              0              3,445
                                                                 ------------   ------------   ----------------
          Total expenses                                                    0         69,104          1,369,421
                                                                 ------------   ------------   ----------------

Net income (loss)                                                $          0   $    (69,104)  $     (1,325,008)
                                                                 ============   ============   ================

Income (loss) per weighted average common share                  $      (0.01)  $      (0.01)
                                                                 ============   ============

Number of weighted average common shares outstanding               59,430,318     59,430,318
                                                                 ============   ============
</TABLE>




     The accompanying notes are an integral part of the financial statements

                                       F-3
<PAGE>


<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                  Statements of Stockholders' Equity (Deficit)

                                                                                                      Deficit
                                                                                                    Accumulated       Total
                                                                     Additional        Note         During the   Stockholders'
                                        Number of        Common        Paid-In      Receivable      Development      Equity
                                          Shares          Stock        Capital      Stockholder        Stage        (Deficit)
                                        ------------- ------------- ------------- --------------  ------------- --------------
<S>                                     <C>           <C>           <C>           <C>             <C>           <C>
BEGINNING BALANCE, March 29, 1999                   0 $           0 $           0 $            0  $           0 $            0

Shares issued to founders                   1,350,000           135          (135)             0              0              0
Sale of stock for cash                         47,400             5         7,895              0              0          7,900
Shares issued for note receivable             102,600            10        17,000        (17,010)             0              0
Net loss                                            0             0             0              0        (11,839)       (11,839)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 1999                  1,500,000           150        24,760        (17,010)       (11,839)        (3,939)

Collection of note receivable                       0             0             0         17,010              0         17,010
Shares issued for services                      7,500             1         2,499              0              0          2,500
Net loss                                            0             0             0              0        (31,995)       (31,995)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2000                  1,507,500           151        27,259              0        (43,834)       (16,424)

Warrants issued to transfer agent                   0             0         1,000              0              0          1,000
Net loss                                            0             0             0              0       (107,990)      (107,990)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2001                  1,507,500           151        28,259              0       (151,824)      (123,414)

Net loss                                            0             0             0              0        (28,295)       (28,295)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2002                  1,507,500           151        28,259              0       (180,119)      (151,709)

Net loss                                            0             0             0              0        (27,812)       (27,812)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2003                  1,507,500           151        28,259              0       (207,931)      (179,521)

Common stock issued for cash               22,900,000         2,290       287,800              0              0        290,090
Shares issued for services                  9,390,713           939        55,661              0              0         56,600
Shares contributed back to Company         (9,301,300)         (930)          930              0              0              0
Shares issued for settle debt              22,500,000         2,250        87,750              0              0         90,000
Net loss                                            0             0             0              0       (354,405)      (354,405)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2004                 46,996,913         4,700       460,400              0       (562,336)       (97,236)
Shares issued for services                  4,595,505           459       257,203              0              0        257,662
Shares issued for acquisitions              1,433,334           143        93,523              0              0         93,666
Shares cancelled for voided acquisitions   (1,433,334)         (143)      (93,523)             0              0        (93,666)
Net loss                                            0             0             0              0       (693,568)      (693,568)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2005                 51,592,418         5,159       717,603              0     (1,255,904)      (533,142)
Shares issued for services                    300,000            30        16,470              0              0         16,500
Shares issued for settle debt              13,205,800         1,321       231,284              0              0        232,605
Net loss                                            0             0             0              0        (69,104)       (69,104)
                                        ------------- ------------- ------------- --------------  ------------- --------------
BALANCE, December 31, 2006                65,098,218  $       6,510 $     965,357 $            0  $  (1,325,008)$     (353,141)

Net loss                                            0              0            0              0               0             0
                                        ------------- ------------- ------------- --------------  -------------- -------------
BALANCE, March 31, 2007                    65,098,218 $       6,510 $     965,357 $            0  $   (1,325,008)$    (353,141)
(Unaudited)                             ------------- ------------- ------------- --------------  -------------- -------------
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       F-4
<PAGE>


<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                                   (Unaudited)

                                                                                                        From
                                                                                                     March 29, 1999
                                                                                                      (Inception)
                                                                                                        through
                                                                         2007             2006       March 31, 2007
                                                                   ---------------  --------------- ----------------
<S>                                                                <C>              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                           $             0  $       (69,104)$     (1,325,008)
Adjustments to reconcile net loss to net cash used by
operating activities:
        Stock and warrants issued for services                                   0           16,500          440,422
        Depreciation                                                             0                0            3,445
Changes in operating assets and liabilities
        (Increase) decrease in accounts receivable                               0                0                0
        (Increase) decrease in deposits and prepaid expenses                     0                0                0
        Increase (decrease) in accounts payable                                  0           30,604           49,473
        Increase (decrease) in accrued liabilities                               0            7,000           69,502
        Increase (decrease) in accrued interest  -related party                  0                0                0
        Increase (decrease) in accrued interest                                  0                0            3,992
        Increase (decrease) in accrued salaries                                  0                0                0
                                                                   ---------------  --------------- ----------------
Net cash used by operating activities                                            0          (15,000)        (758,174)
                                                                   ---------------  --------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Investment in unconsolidated subsidiary                                     0                0                0
     Purchase of property and equipment                                          0                0          (20,671)
                                                                   ---------------  --------------- ----------------
Net cash used by investing activities                                            0                0          (20,671)
                                                                   ---------------  --------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                           0                0          315,000
Proceeds from third party loan                                                   0           15,000          420,000
Payments on stockholders' loans                                                  0                0          (35,500)
Proceeds from stockholders' loans                                                0                0           78,189
                                                                   ---------------  --------------- ----------------
Net cash provided by financing activities                                        0           15,000          777,689
                                                                   ---------------  --------------- ----------------
Net increase (decrease) in cash                                                  0                0           (1,156)
                                                                   ---------------  --------------- ----------------

CASH, beginning of period                                                        0                0                0
                                                                   ---------------  --------------- ----------------
CASH, end of period                                                $             0  $             0 $        (1,156)
                                                                   ===============  =============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Non-Cash Financing Activities:
  144 common stock issued to retire debt                           $             0  $      232,604
                                                                   ===============  ==============
</TABLE>


     The accompanying notes are an integral part of the financial statements

                                       F-5
<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
               (Information with regard to the three months ended
                      March 31, 2007 and 2006 is unaudited)


(1) Nature of Business

Medical  Makeover  Corporation of America (f/k/a Cactus New Media I, Inc.) ("the
Company")  was  incorporated  on March 29, 1999,  under the laws of the State of
Delaware.  The Company's business activities to date have primarily consisted of
the formation of a business plan for internet link exchanges in connection  with
internet banner advertising and implementation  thereof.  The Company originally
intended  to become  active  in  internet  entertainment  services  through  the
registration of internet domains with InterNIC, and engage in the development of
proprietary  software  and  services  designed  to support  and  facilitate  its
internet services. In February 2004, subsequent to a change of control (see note
4), management  decided to enter the medical  makeover/anti-aging  industry.  In
March 2004,  the Company  changed its name to Medical  Makeover  Corporation  of
America and decided to form a Florida subsidiary  corporation also named Medical
Makeover  Corporation  of America to transact  the  medical  makeover/anti-aging
business in the State of Florida.

(2) Basis of Presentation

The  accompanying  unaudited  financial  statements  of the  Company  have  been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America.

(3) Significant Accounting Policies

     a) Use of Estimates:  The preparation of financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
materially from those estimates.

     b) Start-Up Costs:  Costs of start-up  activities,  including  organization
costs, are expensed as incurred,  in accordance with Statement of Position (SOP)
98-5.

     c) Loss per share:  Basic loss per share excludes  dilution and is computed
by dividing the loss attributable to common shareholders by the weighted-average
number of common  shares  outstanding  for the  period.  Diluted  loss per share
reflects  the  potential  dilution  that  could  occur  if  securities  or other
contracts to issue common stock were exercised or converted into common stock or
resulted  in the  issuance of common  stock that  shared in the  earnings of the
Company.  Diluted loss per share is computed by dividing  the loss  available to
common  shareholders by the weighted average number of common shares outstanding
for  the  period  and  dilutive   potential  common  shares  outstanding  unless
consideration  of  such  dilutive   potential  common  shares  would  result  in
anti-dilution.  There were no common  stock  equivalents  for the periods  ended
December 31, 2005 and 2004.

     d) Income  Taxes:  The  Company  accounts  for income  taxes  according  to
Statement of Financial  Accounting  Standards  (SFAS) No. 109,  "Accounting  for
Income Taxes".  Under the liability method  specified by SFAS No. 109,  deferred
income  taxes are  recognized  for the  future  tax  consequences  of  temporary
differences  between the financial  statement  carrying amounts and tax bases of
assets and liabilities.

                                       F-6
<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                          Notes to Financial Statements

(3) Significant Accounting Policies, continued

     e) Interim financial  information:  The financial  statements for the three
months ended March 31, 2007 and 2006 are unaudited  and include all  adjustments
which in the opinion of management are necessary for fair presentation, and such
adjustments  are of a normal and  recurring  nature.  The  results for the three
months are not indicative of a full year results.

(4) Stockholders' Equity (Deficit)

The Company has the authority to issue 10,000,000 shares of preferred stock, par
value  $0.0001  per  share,  which  may be  divided  into  series  and  with the
preferences,  limitations  and  relative  rights  determined  by  the  Board  of
Directors.  At March 31,  2006,  no  preferred  stock  shares  were  issued  and
outstanding.   In  October  2003,  the  Company   amended  its   certificate  of
organization to increase the authorized shares of common stock to 10,000,000,000
and  effectuated a 100 for 1 reverse stock split of the Company's  common stock.
All dollar and share amounts have been adjusted to reflect this split.

On February 6, 2004,  the Company sold  22,500,000  shares of restricted  common
stock to Gala Enterprises Ltd, a Belize  Corporation,  for $90,000,  which funds
were used to pay certain  existing  accounts  payable.  On February 8, 2004, the
Company  issued  9,301,300 of shares of restricted  common stock to two officers
for  compensation  with a value of  $37,000  and in  consideration  of such Gala
Enterprises Ltd. surrendered to treasury 9,301,300 shares. On February 10, 2004,
the Company issued  22,500,000 shares of restricted common stock in exchange for
the assumption of $90,000 in existing accounts payable to outside investors.  On
May 3, 2004, the Company issued 400,000 shares of restricted common stock, to an
independent  third party investor in exchange for $200,000 in cash, or $0.50 per
share.  In the third  quarter the Company  issued  89,413  shares of  restricted
common  stock to its former CEO  pursuant  to his  employment  agreement.  These
shares were for  services  valued at $19,600,  or $0.22 per share.  In September
2004,  the Company  reached an  agreement  with its former CFO,  whereby he will
return  2,151,300  of his  2,401,300  shares.  On October 1, 2004,  the  Company
reached an agreement  with its former CEO,  whereby he will return  6,210,000 of
his 6,900,000 shares.

In April 2005, the Company issued 1,433,334 shares of restricted common stock in
conjunction  to the cash  payments  for the  purchase  of R&I  Salon,  Inc.  and
Aventura  Electrolysis  and Skin Care Center,  Inc.  These shares were valued at
$93,666, or approximately  $0.065 per share. In the third quarter were voided ab
initio for  numerous  reasons  and the stock was  returned  to the  Company  for
cancellation.  In June 2005, the Company issued  3,993,250  shares of restricted
common stock to the Company's President for services rendered over the prior six
months, in accordance with his employment agreement. These shares were valued at
$239,595,  or $0.06 per share.  In the third quarter the Company  issued 602,255
shares of restricted common stock in exchange for services valued at $18,068, or
$0.03 per share.


                                      F-7
<PAGE>


                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements

(5) Income Taxes

Deferred  income taxes  (benefits)  are provided for certain income and expenses
which are  recognized  in  different  periods  for tax and  financial  reporting
purposes.  The Company had net  operating  loss carry-  forwards  for income tax
purposes of approximately $1,258,900 expiring in various years from 2019 through
2026.  Due to the change in  ownership  in  February  2004,  the prior years net
operating loss  carry-forwards  are subject to substantial  restrictions and may
only be utilized to offset approximately $7,000 of annual taxable income as well
as any unrealized  appreciation  on assets existing at the time of the ownership
change.  Deferred  tax assets are  reduced by a valuation  allowance  if, in the
opinion of  management,  it is more likely than not that some  portion or all of
the deferred tax assets will not be realized.  Management's valuation procedures
consider  projected  utilization  of deferred  tax assets over the next  several
years,  and  continually  evaluate  new  circumstances  surrounding  the  future
realization of such assets.  The difference  between income taxes and the amount
computed by applying the federal  statutory  tax rate to the loss before  income
taxes is due to an increase in the deferred tax asset valuation  allowance.  The
valuation allowance at March 31, 2006 is 100%.

(6) Related Parties

     a) Office lease:  The Company  formerly  leased its office  facility from a
company  related by virtue of common  ownership.  Total rent  expense to related
parties  amounted to $0 and $120 for the year ended  December 31, 2004 and 2003,
respectively.

     b) Management Fees: The Company formerly  contracted an affiliate,  related
by virtue of common ownership,  for management and consulting services amounting
to  $3,407  and  $9,000  for  the  year  ended   December  31,  2004  and  2003,
respectively. In addition, the Company incurred interest expense amounting to $0
and $900 for the year ended December 31, 2004 and 2003, respectively,  for those
services. In the year ended December 31, 2004, $0 and $53,000 in management fees
were paid to the Company's two officers prior to their entering into  employment
contracts.

     c) Website fees: The Company formerly earned revenues of $200 and $900, and
formerly incurred expenses of $200 and $600 relating to website trafficking fees
to other website companies,  related by virtue of common ownership, for the year
ended December 31, 2004 and 2003, respectively.

     d) Related party notes payable: In the second quarter 2004, the Company was
loaned  $50,000,  ($25,000  each),  by the Company's  two officers.  These notes
carried an interest  rate of 15%.  One matured on December 1, 2004,  which terms
were  modified on January 21,  2005,  to a) $10,000  payment at signing,  b) the
execution of a promissory note in the amount  $47,750,  with an interest rate of
15%,  payable  monthly  for 12 months,  c)  6,100,000  shares of the Company are
contributed  back to the  Company and d) the Company  issues  89,413  additional
shares  of  restricted  common  stock  earned  under  the  original   employment
agreement,  and the other has been converted to monthly  payments over 12 months
beginning  in November  2004.  Payments  amounting to $35,500 were made on these
notes in the first half-year of 2005.

                                      F-8
<PAGE>


                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements

(7) Going Concern

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company's  financial position and
operating  results  raise  substantial  doubt  about the  Company's  ability  to
continue  as a going  concern,  as  reflected  by the net loss of  approximately
$1,325,008  accumulated from March 29, 1999 (Inception)  through March 31, 2007.
The  ability of the Company to continue  as a going  concern is  dependent  upon
commencing  operations,  developing sales and obtaining  additional  capital and
debt financing.  The financial  statements do not include any  adjustments  that
might be necessary if the Company is unable to continue as a going concern.  The
Company is  currently  seeking  additional  capital  to allow it to restart  its
planned  operations,  and in May 2004, the Company sold 400,000 shares of common
stock for $200,000.

(9) Short-term convertible debt

In December 2004, the Company received $20,000 and $115,000 in the first quarter
2005, in cash as a short-term  loan. This loan matures in six months and carries
a 10% interest rate. In June 2005, the Company  received a $250,000  convertible
loan from a third  party.  This loan  matures in six  months  and  carries a 10%
interest rate.










                                      F-9
<PAGE>


Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Forward-looking statements

     This Form 10-QB contains  statements  that are  forward-looking  statements
within the meaning of the federal  securities laws,  including  statements about
our  expectations,  beliefs,  intentions  or  strategies  for the future.  These
statements  involve known and unknown risks and  uncertainties,  including risks
resulting  from the  environment  in  which  we  operate,  economic  and  market
conditions,   competitive  activities,  other  business  conditions,  accounting
estimates,  and the risk  factors set forth in this Form  10-QSB.  These  risks,
among others,  include those relating to our ability to successfully  market and
generate  patient  volume,  the  Company's  ability to maintain  contracts  with
physicians and other medical providers at favorable rates, and any lawsuits that
may  arise in the  course of doing  business.  Our  actual  results  may  differ
materially from results anticipated in our forward-looking  statements.  We base
our forward-looking  statements on information currently available to us, and we
have no current  intention  to update these  statements,  whether as a result of
changes  in  underlying  factors,  new  information,   future  events  or  other
developments.

FOR THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006

Discussion and Analysis

     The following  discussion and analysis  should be read in conjunction  with
the financial  statements of the Company and the  accompanying  notes  appearing
subsequently under the caption "Financial Statements."

Results of Operations

     For the quarter ended March 31, 2007, we experienced no significant changes
in our operating  activities.  Our loss for the same quarter in 2006 was higher,
principally  due to  expenditures  made to develop our then new  business  plan,
since disposed of.

Net Operating Revenues

     We had  operating  revenue of $0 and $0 for the  quarters  ended  March 31,
2007, and 2006, respectively.

Operating Expenses and Charges

     The  operating  expenses for the quarter  ended March 31, 2007 were $0. For
the quarter  ended March 31,  2006,  the  significant  operating  expenses  were
$69,104.



                                       12
<PAGE>



Liquidity and Capital Resources

     For the quarter  ended March 31, 2007,  the Company  generated no cash flow
from operations.  Consequently,  the Company has been dependent upon its lenders
to fund its cash requirements.  The same situation existed for the quarter ended
March 31, 2006.

     At March 31, 2007, the Company had cash of $0 and no outstanding debt other
than ordinary trade  payables,  accrued  salaries,  stockholder  loans and third
party loans.

Business Plan and Strategy

     As a direct  result of the failure of the Company's  business  plans it has
reverted to the development  stage. The Company is currently  evaluating certain
opportunities.

Going Concern

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming  that  we will  continue  as a going  concern.  We have a  stockholders
deficit  of  $1,325,008  and  net  losses  from  operations  of $0 and  $69,104,
respectively,  for the  three  months  ended  March  31,  2007 and  2006.  These
conditions  raise  substantial  doubt  about our  ability to continue as a going
concern.  The consolidated  financial  statements do not include any adjustments
that might be necessary if we are unable to continue as a going concern.

Recent Accounting Pronouncements

     In July 2001 the FASB issued SFAS No. 141 "Business  Combinations" and SFAS
No. 142 "Goodwill and Other  Intangible  Assets." We have adopted the provisions
of SFAS No.  141 and 142,  and such  adoption  did not  impact  our  results  of
operations.

     In July  2001  the  SEC  issued  SAB  102  "Selected  Loan  Loss  Allowance
Methodology  and  Documentation  Issues."  We do not expect this SAB to have any
effect on our financial position or results of operations.

     In  August  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement  Obligations."  Management  does not expect the  standard to have any
effect on our financial position or results of operations.

     In  October  2001,  the FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment of Long-Lived Assets." We have adopted the provisions of SFAS No. 144
and 142, and such adoption did not impact our results of operations.

     In April 2002 the FASB issued SFAS No. 145, "Rescission of SFAS's 4, 44 and
64,  Amendment of SFAS No. 13 and Technical  Corrections."  Management  does not
expect the standard to have any effect on our  financial  position or results of
operations.



                                       13
<PAGE>



     In June 2002 the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal  Activities."  Management  does not expect the standard to
have any effect on our financial position or results of operations.

     In October  2002 the FASB  issued  SFAS No.  147,  "Acquisition  of Certain
Financial  Institutions."  Management  does not expect the  standard to have any
effect on our financial position or results of operations.

Critical Accounting Policies

     Use of Estimates. The financial statements have been prepared in conformity
with  generally  accepted  accounting  principles.  In preparing  the  financial
statements, management is required to make estimates and assumptions that affect
the reported  amounts of assets and liabilities as of the date of the statements
of financial condition and revenues and expenses for the year then ended. Actual
results may differ significantly from those estimates.

     Start-Up Costs. Costs of start-up activities, including organization costs,
are expensed as incurred, in accordance with Statement of Position (SOP) 98-5.

     Net loss per share.  Basic loss per weighted  average common share excludes
dilution and is computed by dividing the net loss by the weighted average number
of common shares outstanding during the period. The Company applies Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" (FAS 123).

     Fair  value of  financial  instruments.  The  carrying  values  of cash and
accrued  liabilities  approximate their fair values due to the short maturity of
these instruments.

Critical Accounting Policies

     The  preparation  of financial  statements  in  conformity  with  generally
accepted accounting  principles (GAAP) requires management to make estimates and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results may differ from those estimates.

Off-Balance Sheet Arrangements

     We have not entered  into any  off-balance  sheet  arrangements.  We do not
anticipate  entering into any off-balance sheet arrangements  during the next 12
months.




                                       14
<PAGE>



Item 3 - Controls and Procedures

     Our management,  which includes our Chief Executive Officer, have conducted
an evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-14(c)  promulgated  under the Securities and Exchange Act of
1934,  as  amended)  as of a date (the  "Evaluation  Date") as of the end of the
period covered by this report.  Based upon that  evaluation,  our management has
concluded that our  disclosure  controls and procedures are effective for timely
gathering,  analyzing and disclosing the information we are required to disclose
in our reports  filed under the  Securities  Exchange  Act of 1934,  as amended.
There have been no significant changes made in our internal controls or in other
factors that could significantly  affect our internal controls subsequent to the
end of the period covered by this report based on such evaluation.



                            PART II OTHER INFORMATION


Item 1 Legal Proceedings

     The  Company  is a  defendant  in a civil  action  styled  Glen v.  Medical
Makeover  Corporation  of America,  et al, Case Number #  200594178H,  currently
pending in the  Circuit  Court of the Fifteen  Judicial  Circuit IN AND FOR Palm
Beach County,  Florida. The action was filed by a former employee of the company
asserting  claims against the Company  resulting  from his  discharge,  and also
includes  claims  that the  Company  took  certain  alleged  protected  business
concepts and practices  from him to and for the benefit of the Company,  for all
of which  he has  been  allegedly  damaged.  The  Company  and its  counsel  are
currently  defending this action and believe that the claims as made are without
merit and are defensible. The Company intends to vigorously defend these claims.


Item 2 Changes in  securities,  use of  proceeds  and small  business  issuer of
       equity securities

     None


Item 3 Defaults upon senior securities

     None


Item 4 Submission of matters to a vote of security holders

     None


Item 5 Other information

     None



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<PAGE>



Item 6   Exhibits and reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit
No.         Description
-----     --------------------------------------------------

31.1      Certification  of  the  Chief  Executive   Officer  pursuant  to  Rule
          13a-14(a)  or  15d-14(a),  as adopted  pursuant  to Section 302 of the
          Sarbanes-Oxley Act of 2002.*

31.2      Certification  of  the  Chief  Financial   Officer  pursuant  to  Rule
          13a-14(a)  or  15d-14(a),  as adopted  pursuant  to Section 302 of the
          Sarbanes-Oxley Act of 2002.*

32.1      Certification  of the Chief  Executive  Officer  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.*

32.2      Certification  of the Chief  Financial  Officer  pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.*
-------------------------------------------------
*  Filed herewith.


     (b) Reports on Form 8-K The following  sets forth the Company's  reports on
Form 8-K that have been filed during the quarter for which this report is filed:

     NONE



                                    SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.


                    Medical Makeover Corporation of America

      By: /s/ Douglas P. Martin
      ----------------------------------------
      Douglas P. Martin
      Chief Executive Officer and Director

Date: May 21, 2007





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